Early earnings oops prompts Google to DIY

February 11, 2013

Late Friday, less than 20 minutes before the SEC closed for the week, Google (GOOG) filed this 8-K, which quickly had the interwebs a-buzzing. Within minutes of the filing, CNBC tweeted this alert. Two heavyweight tech sites, TechCrunch and AllThingsD quickly followed. And then the deluge began.

To be sure, the filing was very interesting. After all, it’s not every day that the chairman of such a well-known company decides to sell 42% of his holdings in the company.

But the part we found the most interesting was who the filing agent was for this particular filing: it was Google.

You might recall that back in October, there was a major storm when Google’s third quarter earnings were released several hours ahead of schedule, complete with a “pending Larry” quote — a place where CEO Larry Page was supposed to opine on the results. As we footnoted at the time, it quickly became clear to us that Google’s SEC filing agent, in this case RR Donnelley & Sons (RRD), was responsible for the filings being released ahead of schedule.  But what we couldn’t understand was how a company like Google, which is widely known for its technological prowess would let an outside vendor handle something as sensitive as its earnings.

Google still used Donnelley for the 10-K that it filed late last month. But when it came time to release their fourth quarter earnings on Jan. 22, Google opted to do it themselves. Ditto for Friday’s filing.

We realize that this may come across as a bit of inside baseball. After all, the SEC filing agent is one of those things that is supposed to be deep in the background. But given how sensitive some of the information that companies file can be, we’re actually surprised that it took Google this long to go the DIY route when it comes to their earnings. After all, as we noted for this piece in DealBook at the time, Intel (INTC) has been handling its earnings internally for close to 20 years. Intel’s CEO, Paul Otellini, sits on Google’s board.

Whether the October snafu with Google’s earnings prompts more companies to start handling their earnings internally remains to be seen. Clearly some of Donnelley’s upstart competitors, including Webfilings, hope that more decide to go that route. That Google finally took the plunge, albeit only after being pushed into the deep-end of the pool, seems worth watching.

Posted in: Regulatory

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Companies Mentioned: Google Inc., R.R. Donnelley & Sons Company,
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